Exhibit 4.1


 





Freedom Leaf Inc.


 


2016 Stock Option Plan


 


	SECTION 1	GENERAL PURPOSE OF THE PLAN; DEFINITIONS




 


The
name of the plan is the Freedom Leaf Inc. 2016 Stock Option Plan (the “Plan”). The purpose of the Plan is to
encourage and enable the officers, employees, directors, consultants and other key persons of Freedom Leaf Inc., a Nevada corporation
(the “Company”) and its Parents, Subsidiaries and Affiliates, upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated
that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests
with those of the Company, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain
with and or further the interests of the Company.


 


The following terms shall be
defined as set forth below:


 


“Affiliate”
means with respect to a specified Person, any Person that directly, or indirectly through one or more intermediaries, Controls,
or is Controlled by, or is under common Control with, the specified Person.


 


“Award”
or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive
Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, or any combination of the foregoing.


 


“Board”
means the Board of Directors of the Company.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Control”
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, contract, or otherwise.


 


“Committee”
has the meaning specified in Section 2.


 


“Effective
Date” means the date on which the Plan is approved by stockholders as set forth at the end of this Plan.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Fair Market
Value” of the Stock on any given date means the fair market value of the Stock determined as the average of the highest
bid and lowest asked prices of the Stock reported on the Over-the-Counter Bulletin Board or Pink Sheets, as applicable, for such
date or, if no bid and asked prices were reported for such date, for the last day preceding such date for which such prices were
reported; provided, however, that (i) if the Stock is admitted to trading on a national securities exchange or the
NASDAQ National Market System, the Fair Market Value on any date shall not be less than the last reported closing price for the
Stock on such exchange or system and (ii) if the stock is not traded on any national securities exchange or on the Over-the-Counter
Bulletin Board or Pink Sheets, the Fair Market Value of the Stock shall be determined in good faith by the Committee.


 


“Incentive
Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in
Section 422 of the Code.


 


“Initial Public
Offering” means the consummation of the first fully underwritten, firm commitment public offering pursuant to an effective
registration statement under the Act, other than on Forms S-4 or S-8 or their then equivalents, covering the offer and sale by
the Company of its Stock, or such other event as a result of or following which the Company's Stock shall be registered under Section
12 of the Exchange Act.


 


“Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


“Option”
or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Outside Director”
means a member of the Board who is not also an employee or officer of the Company or any Subsidiary.


 


 


 






    	 	1	 



     

    

 


“Parent”
means any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities ending with
the Company if each of the corporations or entities (other than the Company) owns stock or other interests possessing 50 percent
or more of the economic interest or the total combined voting power of all classes of stock or other interests in one of the other
corporations or entities in the chain.


 


“Person”
means any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership,
association, trust, joint venture, unincorporated organization or any similar entity.


 


“Restricted
Stock Award” means Awards granted pursuant to Section 6.


 


“Stock”
means the Common Stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Subsidiary”
means any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities beginning
with the Company if each of the corporations or entities (other than the last corporation or entity in the unbroken chain) owns
stock or other interests possessing 50 percent or more of the economic interest or the total combined voting power of all classes
of stock or other interests in one of the other corporations or entities in the chain.


 


“Unrestricted
Stock Award” means any Award granted pursuant to Section 7.


 


	SECTION 2	ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS AND DETERMINE AWARDS




 


(a)Administration of Plan.
The Plan shall be administered by the Board, or at the discretion of the Board, by a committee or committees of the Board, comprised,
except as contemplated by Section 2(c), of not less than two Directors. All references herein to the Committee shall be deemed
to refer to the group then responsible for administration of the Plan at the relevant time (i.e., either the Board of Directors
or a committee or committees of the Board, as applicable).


 


(b)Powers of Committee. The
Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:


 


(i)to
select the officers, employees, directors, consultants and key persons of the Company and/or its Subsidiaries and Affiliates to
whom Awards may from time to time be granted;


 


(ii)to
determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Restricted
Stock Awards, Unrestricted Stock Awards, or any combination of the foregoing, granted to any one or more participants;


 


(iii)to
determine the number of shares of Stock to be covered by any Award;


 


(iv)to
determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the
Plan, of any Award, which terms and conditions may differ among individual Awards and participants, and to approve the form of
written instruments evidencing the Awards;


 


(v)to
impose any limitations on Awards granted under the Plan, including limitations on transfers, repurchase provisions and the like
and to exercise repurchase rights or obligations;


 


(vi)subject
to the provisions of Section 5(a)(ii), to extend at any time the period in which Stock Options may be exercised;


 


 


 






    	 	2	 



     

    

 


(vii)
to determine at any time whether, to what extent, and under what circumstances distribution or the receipt of Stock and other amounts
payable with respect to an Award shall be deferred either automatically or at the election of the participant and whether and to
what extent the Company shall pay or credit amounts constituting interest (at rates determined by the Committee) or dividends or
deemed dividends on such deferrals; and


 


(viii)
at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts
and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related
written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes
arising in connection with the Plan; and to otherwise supervise the administration of the Plan.


 


(ix)All
decisions and interpretations of the Committee shall be binding on all persons, including the Company and Plan participants.


 


(c)Delegation of Authority
to Grant Awards. The Committee, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the
Committee’s authority and duties with respect to the granting of Awards at Fair Market Value to individuals who are not subject
to the reporting and other provisions of Section 16 of the Exchange Act or “covered employees” within the meaning of
Section 162(m) of the Code. Any such delegation by the Committee shall include a limitation as to the amount of Awards that may
be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price of any
Option, the conversion ratio or price of other Awards and the vesting criteria. The Committee may revoke or amend the terms of
a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates
that were consistent with the terms of the Plan.


 


	SECTION 3	STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION




 


(a)Stock Issuable. The maximum
number of shares of Stock reserved and available for issuance under the Plan shall be 10,000,000 shares of Common Stock, subject
to adjustment as provided in Section 3(b). For purposes of this limitation, the shares of Stock underlying any Awards which are
forfeited, canceled, reacquired by the Company, satisfied without the issuance of Stock or otherwise terminated (other than by
exercise) shall be added back to the shares of Stock available for issuance under the Plan. Subject to such overall limitation,
shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance
under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company and held in its treasury.


 


(b)Changes in Stock. Subject
to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased
or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares
or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger, consolidation or sale of all or substantially all of the assets
of the Company, the outstanding shares of Stock are converted into or exchanged for different number or kind of securities of the
Company or any successor entity (or a Subsidiary or Affiliate thereof), the Committee shall make an appropriate or proportionate
adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other
securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (iv) the exercise price and/or exchange price for each share subject to any then outstanding Stock
Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock
Options ) as to which such Stock Options remain exercisable. The adjustment by the Committee shall be final, binding and conclusive.
No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion
may make a cash payment in lieu of fractional shares.


 


 


 


 






    	 	3	 



     

    

 


(c)The Committee may also
adjust the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into
consideration material changes in accounting practices or principles, extraordinary dividends, acquisitions or dispositions of
stock or property or any other event if it is determined by the Committee that such adjustment is appropriate to avoid distortion
in the operation of the Plan, provided that no such adjustment shall be made in the case of an Incentive Stock Option, without
the consent of the participant, if it would constitute a modification, extension or renewal of the Option within the meaning of
Section 424(h) of the Code.


 


(d)Mergers and Other Sale
Events. In the case of and subject to the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all
or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization
or consolidation in which the outstanding shares of Stock are converted into or exchanged for a different kind of securities of
the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not
own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iv)
the sale of all of the Stock of the Company to an unrelated person or entity (in each case, regardless of the form thereof, a “Sale
Event”), then (A) the Plan shall terminate upon the effective date and time of such Sale Event and (B) unless otherwise provided
in the applicable Award agreements, (x) all unexercised Options, whether vested or unvested, issued and outstanding immediately
prior to the consummation of such Sale Event shall expire and terminate upon the effective date and time that such Sale Event is
consummated, and (y) all unvested portions of any Restricted Stock Award outstanding immediately prior to the consummation of the
Sale Event shall expire and terminate upon the effective date and time that such Sale Event is consummated. In the event of such
termination of the Plan pursuant to this Section 3(b), each Plan participant shall be permitted within a specified period of time
prior to the consummation of the Sale Event as determined by the Committee to exercise all outstanding Options held by such participant
which are then exercisable or will become exercisable immediately prior to the consummation of the Sale Event.


 


(e)Notwithstanding the foregoing,
the parties to any Sale Event transaction may, in their sole discretion, provide for the assumption or continuation of Plan Awards
theretofore granted (after taking into account any acceleration hereunder) by the successor entity, or the substitution for such
Plan Awards of new Awards of the successor entity or a Subsidiary or Affiliate thereof, with an appropriate adjustment as to the
number and kind of shares and the per share exercise prices (after taking into account any acceleration provided for hereunder).


 


(f)Substitute Awards. The
Committee may grant Awards under the Plan in substitution for stock and stock based awards held by employees, directors or other
option holders of another corporation in connection with a merger or consolidation of the employing corporation with the Company
or a Subsidiary or Affiliate, or the acquisition by the Company or a Subsidiary or Affiliate of property or stock of the employing
corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances. Any substitute Awards granted under the Plan shall not count against the share limitation set
forth in Section 3(a).


 


	SECTION 4	ELIGIBILITY




 


Participants in the
Plan will be such full or part-time officers, employees, directors, consultants and other key persons of the Company and/or its
Subsidiaries and Affiliates who are responsible for, or contribute to, the management, growth or profitability of the Company and/or
its Subsidiaries and Affiliates as are selected from time to time by the Committee in its sole discretion.


 


	SECTION 5	STOCK OPTIONS




 


Any Stock Option granted
under the Plan shall be pursuant to a Stock Option Agreement that shall be in such form as the Committee may from time to time
approve. Option agreements need not be identical.


 


Stock Options granted
under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only
to employees of (i) the Company or (ii) any Subsidiary that is a “subsidiary corporation” within the meaning of Section
424(f) of the Code or (iii) any Parent that is a “parent corporation” within the meaning of Section 424(e) of the Code.
To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


 


 






    	 	4	 



     

    

 


No Incentive Stock
Option shall be granted under the Plan after the Board approves the date, which is 10 years from the date the Plan.


 


(a)Terms of Stock Options.
Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable. If the Committee so determines,
Stock Options may be granted in lieu of cash compensation at the participant’s election, subject to such terms and conditions
as the Committee may establish, as well as in addition to other compensation.


 


(b)Exercise Price. The exercise
price per share for the Stock covered by a Stock Option shall be determined by the Committee at the time of grant but shall not
be less than 100 percent of the Fair Market Value on the date of grant in the case of Incentive Stock Options. If an employee owns
or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting
power of all classes of stock of the Company or any parent or subsidiary corporation and an Incentive Stock Option is granted to
such employee, the option price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the
grant date. If the Fair Market Value is undeterminable at the time of grant due to no trading or thinly traded, an arbitrary exercise
price shall be set by the Company.


 


(c)Option Term. The term
of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than five years after the date
the option is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation
and an Incentive Stock Option is granted to such employee, the term of such option shall be no more than five years from the date
of grant.


 


(d)Exercisability; Rights
of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined
by the Committee at or after the grant date. The Committee may at any time accelerate the exercisability of all or any portion
of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock
Option and not as to unexercised Stock Options.


 


(i)Method
of Exercise. Stock Options may be exercised in whole or in part, by giving written notice of exercise to the Company, specifying
the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods to the
extent provided in the Award agreement:


 


(ii)In
cash, by certified or bank check, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company
in an amount equal to the purchase price of such Option Shares;


 


(iii)By
the optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the optionee
for the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock Option; provided that at least
so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note;


 


(iv)If
permitted by the Committee, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the optionee on the open market or have been beneficially owned by the optionee for at least six months and are not then subject
to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;


 


 


 






    	 	5	 



     

    

 


(v)If
permitted by the Committee, by the optionee delivering to the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase
price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe
as a condition of such payment procedure.


 


(vi)Payment
instruments will be received subject to collection. No certificates for Option Shares so purchased will be issued to optionee until
the Company has completed all steps required by law to be taken in connection with the issuance and sale of the shares, including
without limitation (i) receipt of a representation from the optionee at the time of exercise of the Option that the optionee is
purchasing the Option Shares for the optionee’s own account and not with a view to any sale or distribution thereof, (ii)
the legending of any certificate representing the shares to evidence the foregoing representations and restrictions, and (iii)
obtaining from optionee payment or provision for all withholding taxes due as a result of the exercise of the Option. The delivery
of certificates representing the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent
upon receipt from the optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock Option)
by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Stock
Option or applicable provisions of laws. In the event an optionee chooses to pay the purchase price by previously owned shares
of Stock through the attestation method, the shares of Stock transferred to the optionee upon the exercise of the Stock Option
shall be net of the number of shares attested to.


 



(e)Annual
Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422
of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which
Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become
exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock
Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.


 


(f)Non-transferability
of Options. No Stock Option shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution
and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s
legal representative or guardian in the event of the optionee’s incapacity. Notwithstanding the foregoing, the Committee,
in its sole discretion, may provide in the Award agreement regarding a given Option that the optionee may transfer, without consideration
for the transfer, his or her Non-Qualified Stock Options to members of his or her immediate family, to trusts for the benefit of
such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees
in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Option.


 


(g)Termination.
Unless otherwise provided in the option agreement or determined by the Committee, upon the optionee’s termination of employment
(or other business relationship) with the Company and its Subsidiaries, the optionee’s rights in his or her Stock Options
shall automatically terminate.


 


	SECTION 6	RESTRICTED STOCK AWARDS




 


(a)Nature
of Restricted Stock Awards. A Restricted Stock Award is an Award pursuant to which the Company may, in its sole discretion,
grant or sell, at par value or such other higher purchase price determined by the Committee, in its sole discretion, shares of
Stock subject to such restrictions and conditions as the Committee may determine at the time of grant (“Restricted Stock”),
which purchase price shall be payable in cash or by promissory note (recourse, partial recourse, or nonrecourse) acceptable to
the Committee. Conditions may be based on continuing employment (or other business relationship) and/or achievement of pre-established
performance goals and objectives. The grant of a Restricted Stock Award is contingent on the participant executing the Restricted
Stock Award agreement. The terms and conditions of each such agreement shall be determined by the Committee, and such terms and
conditions may differ among individual Awards and participants.


 


 


 






    	 	6	 



     

    

 


(b)Rights
as a Stockholder. Upon execution of a written instrument setting forth the Restricted Stock Award and payment of any applicable
purchase price, a participant shall have the rights of a stockholder with respect to the voting of the Restricted Stock, subject
to such conditions contained in the written instrument evidencing the Restricted Stock Award. Unless the Committee shall otherwise
determine, certificates evidencing the Restricted Stock shall remain in the possession of the Company until such Restricted Stock
is vested as provided in subsection (d) below of this Section, and the participant shall be required, as a condition of the grant,
to deliver to the Company a stock power endorsed in blank.


 


(c)Restrictions.
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically
provided herein or in the Restricted Stock Award agreement. If a participant’s employment (or other business relationship)
with the Company and its Subsidiaries terminates under the conditions specified in the relevant instrument relating to the Award,
or upon such other event or events as may be stated in the instrument evidencing the Award, the Company or its assigns shall have
the right or shall agree, as may be specified in the relevant instrument, to repurchase some or all of the shares of Stock subject
to the Award at such purchase price as is set forth in such instrument.


 


(d)Vesting
of Restricted Stock. The Committee at the time of grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which Restricted Stock shall become vested, subject to such further rights
of the Company or its assigns as may be specified in the instrument evidencing the Restricted Stock Award.


 


(e)Waiver,
Deferral and Reinvestment of Dividends. The Restricted Stock Award agreement may require or permit the immediate payment, waiver,
deferral or investment of dividends paid on the Restricted Stock.


 


	SECTION 7	UNRESTRICTED STOCK AWARDS




 


(a)Grant
or Sale of Unrestricted Stock. The Committee may, in its sole discretion, grant (or sell at par value or such higher purchase
price determined by the Committee) an Unrestricted Stock Award to any participant, pursuant to which such participant may receive
shares of Stock free of any vesting restrictions (“Unrestricted Stock”) under the Plan. Unrestricted Stock Awards may
be granted or sold as described in the preceding sentence in respect of past services or other valid consideration, or in lieu
of any cash compensation due to such individual.


 


(b)Elections
to Receive Unrestricted Stock In Lieu of Compensation. Upon the request of a participant and with the consent of the Committee,
each such participant may, pursuant to an advance written election delivered to the Company no later than the date specified by
the Committee, receive a portion of the cash compensation otherwise due to such participant in the form of shares of Unrestricted
Stock either currently or on a deferred basis.


 


(c)Restrictions
on Transfers. The right to receive shares of Unrestricted Stock on a deferred basis may not be sold, assigned, transferred,
pledged or otherwise encumbered, other than by will or the laws of descent and distribution.


 


	SECTION 8	TAX WITHHOLDING




 


(a)Payment
by Participant. Each participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, or local taxes of any kind
required by law to be withheld with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant.


 


(b)Payment
in Stock. Subject to approval by the Committee, a participant may elect to have the minimum required tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award
a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding
amount due, or (ii) transferring to the Company shares of Stock owned by the participant with an aggregate Fair Market Value (as
of the date the withholding is effected) that would satisfy the withholding amount due.


 


 


 






    	 	7	 



     

    

 


	SECTION 9	TRANSFER, LEAVE OF ABSENCE, ETC.




 


For purposes of the
Plan, the following events shall not be deemed a termination of the employment of a Plan participant by the Company or its Subsidiaries
and Affiliates:


 


(a)a
transfer of employment to the Company from a Subsidiary or Affiliate, or a transfer of employment to a Subsidiary or Affiliate
from the Company, or a transfer of employment from one Subsidiary or Affiliate to another; or


 


(b)an
approved leave of absence for military service or sickness, or for any other purpose approved by (as applicable) the Company or
its Subsidiary or Affiliate, if the employee’s right to re-employment is guaranteed either by a statute or by contract or
under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.


 


	SECTION 10	AMENDMENTS AND TERMINATION




 


The Board may, at any
time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award (or provide substitute
Awards at the same or reduced exercise or purchase price or with no exercise or purchase price in a manner not inconsistent with
the terms of the Plan), but such price, if any, must satisfy the requirements which would apply to the substitute or amended Award
if it were then initially granted under this Plan for the purpose of satisfying changes in law or for any other lawful purpose,
but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. If and to the
extent determined by the Committee to be required by the Code to ensure that Incentive Stock Options granted under the Plan are
qualified under Section 422 of the Code, Plan amendments shall be subject to approval by the Company’s stockholders who are
eligible to vote at a meeting of stockholders. Nothing in this Section 10 shall limit the Board’s or Committee’s authority
to take any action permitted pursuant to Section 3(c).


 


	SECTION 11	STATUS OF PLAN




 


With respect to the
portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a participant,
a participant shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise
expressly determine in connection with any Award or Awards. In its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.


 


	SECTION 12	GENERAL PROVISIONS




 


(a)No
Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring Stock pursuant to an Award
to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.
No shares of Stock shall be issued pursuant to an Award until all applicable securities law and other legal and stock exchange
or similar requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends
on certificates for Stock and Awards as it deems appropriate.


 


(b)Delivery
of Stock Certificates. Stock certificates to participants under this Plan shall be deemed delivered for all purposes when the
Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the
participant, at the participant’s last known address on file with the Company.


 


 


 






    	 	8	 



     

    

 


(c)Other
Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable
only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued
employment with the Company or any Subsidiary or Affiliate.


 


(d)Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to such Company’s insider-trading-policy-related
restrictions, terms and conditions as may be established by the Committee, or in accordance with policies set by the Committee,
from time to time.


 


(e)Loans
to Award Recipients. The Company shall have the authority to make loans to recipients of Awards hereunder (including to facilitate
the purchase of shares) and shall further have the authority to issue shares for promissory notes hereunder.


 


	SECTION 13	EFFECTIVE DATE OF PLAN




 


This Plan shall become
effective upon its adoption by the Board and, thereafter, the Stock Options and other Awards may be granted hereunder; provided,
however, that no Stock may be issued hereunder prior to the approval of the Plan by the holders of a majority of the votes cast
at a meeting of stockholders at which a quorum is present or by written consent in accordance with applicable law.


 


	SECTION 14	GOVERNING LAW




 


This Plan and all Awards
and actions taken thereunder shall be governed by Nevada law, applied without regard to conflict of law principles.


 


ADOPTED BY BOARD OF DIRECTORS ON: August 9, 2016


 


 


 


 


 


 


 


 






    	 	9